Common use of Limitations on guarantee under US law Clause in Contracts

Limitations on guarantee under US law. 18.10.1 Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder). 18.10.2 Each US Guarantor represents, warrants and agrees that: (a) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents), is not greater than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (b) its capital is not unreasonably small to carry on its business as it is being conducted; (c) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (d) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. 18.10.3 Notwithstanding anything to the contrary contained herein or in any other Finance Document to the extent that any US Bankruptcy or Fraudulent Transfer Law is applicable to this guarantee: (a) each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable US federal and state laws relating to the insolvency of debtors, in each case after giving effect to: (i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); and (ii) the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to: (A) applicable law; or (B) any other agreement providing for an equitable allocation among such Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and (b) each Party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 (Guarantee and Indemnity), each such Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

Limitations on guarantee under US law. 18.10.1 Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder). 18.10.2 Each US Guarantor represents, warrants and agrees that: (aA) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents), is not greater than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (b) its capital is not unreasonably small to carry on its business as it is being conducted; (c) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (d) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. 18.10.3 Notwithstanding anything to the contrary contained herein or in any other Finance Document to the extent that any US Bankruptcy or Fraudulent Transfer Law is applicable to this guaranteeDocument: (ai) each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) 20 shall in no event exceed an amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor subject to avoidance under applicable US federal and state laws relating Bankruptcy Law or to the insolvency of debtorsbeing set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to: (ia) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); and (iib) the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to: (A1) applicable law; or (B2) any other agreement providing for an equitable allocation among such Guarantor and the Borrower borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and (bii) each Party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 (Guarantee and Indemnity)20, each such Guarantor shall (subject to Clause 20.7 above) be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 Guarantor in an amount equal to such payment or distributionpayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

Limitations on guarantee under US law. 18.10.1 (a) Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder). 18.10.2 Each US Guarantor represents, warrants and agrees that: (a) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents), is not greater than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (b) its capital is not unreasonably small to carry on its business as it is being conducted; (c) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (d) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. 18.10.3 Notwithstanding anything to the contrary contained herein or in any other Finance Document Document, to the extent that any US Bankruptcy Law or Fraudulent Transfer Law is applicable to this guarantee: (ai) each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) 19 shall in no event exceed an amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor subject to avoidance under applicable US federal and state laws relating Bankruptcy Law or to the insolvency of debtorsbeing set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to: (iA) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); ) and (iiB) the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to: (A) I. applicable law; law or (B) II. any other agreement providing for an equitable allocation among such Guarantor and the Borrower Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and (b) III. each Party party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 (Guarantee and Indemnity)19, each such Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 Guarantor in an amount equal to such payment or distributionpayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

Limitations on guarantee under US law. 18.10.1 21.10.1 Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder). 18.10.2 21.10.2 Each US Guarantor represents, warrants and agrees that: (a) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents), is not greater than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (b) its capital is not unreasonably small to carry on its business as it is being conducted; (c) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (d) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. 18.10.3 21.10.3 Notwithstanding anything to the contrary contained herein or in any other Finance Document to the extent that any US Bankruptcy or Fraudulent Transfer Law is applicable to this guarantee: (a) each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 21 (Guarantee and Indemnity) and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable US federal and state laws relating to the insolvency of debtors, in each case after giving effect to: (i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); and (ii) the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to: (A) applicable law; or (B) any other agreement providing for an equitable allocation among such Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and (b) each Party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 21 (Guarantee and Indemnity), each such Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 21.10 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.